To, The Members of
Gold Rock Investments Limited
Your directors have pleasure in presenting the Forty-Seventh Annual Report, together
with the audited financial statement of the Company for the financial year ended March 31,
2025.
FINANCIAL RESULTS (Under IND-AS)
The standalone performance of the Company for the financial year ended March 31, 2025
is summarized below:
(Rupees in lakhs)
| Particulars |
STANDALONE |
CONSOLIDATED |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Total Income |
2522.51 |
460.34 |
2528.69 |
466.04 |
| Total Expenses |
173.00 |
132.27 |
178.74 |
129.90 |
| Profit before Tax & Exceptional Item |
2349.50 |
328.07 |
2349.95 |
336.14 |
| Less: Exceptional Item |
|
|
|
|
| Profit before tax |
2349.50 |
328.07 |
2349.95 |
336.14 |
| Less: Provision for Tax |
|
|
|
|
| -Current Tax |
225.00 |
75.00 |
25.00 |
76.30 |
| - Deferred Tax |
0.57 |
1.82 |
0.57 |
1.82 |
| Income Tax for Earlier Years |
(0.44) |
0.00 |
(1.57) |
0.00 |
| MAT Credit Entitlement |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit / (Loss) after Tax |
2124.38 |
251.26 |
2126.13 |
258.02 |
| Less: Minority Interest |
- |
- |
0.29 |
0.88 |
| Other Comprehensive Income for the year |
2124.38 |
251.26 |
2125.84 |
257.14 |
| Total Comprehensive Income for the year |
1567.24 |
2960.16 |
1568.53 |
2966.60 |
| Basic & diluted |
270.42 |
31.98 |
270.64 |
32.84 |
PERFORMANCE OVERVIEW AND STATE OF AFFAIRS
On standalone basis, your Company earned the gross income of Rs. 2522.51 lakhs as
against Rs. 460.34 lakhs in the previous year. The total expenditure during the year under
review was Rs. 173.00 lakhs as against Rs. 132.27 lakhs in the previous year. The Net
Profit after tax Rs. 2124.38 lakhs as against Rs. 251.26 lakhs in the previous year. On
consolidated basis, your Company earned the gross income of Rs. 2528.69 lakhs as against
Rs. 466.04 lakhs in the previous year. The total expenditure during the year under review
was Rs. 178.74 lakhs as against Rs. 129.90 lakhs in the previous year. The Net Profit
after tax was Rs. 2125.84 lakhs as against Rs. 257.14 lakhs in the previous year. There
has been no change in the business of the Company during the financial year ended March
31, 2025.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company form part of the Annual Report.
SUBSIDIARY
During the year under review, Company has one subsidiary company:
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiaries in Form AOC-1
“Annexure-A” is attached to the financial statements of the Company. In
accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual
Report of the Company, containing therein its standalone and the consolidated financial
statements has been placed on the website of the Company, www.goldrockinvest.in. Further,
as per fourth proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the Company,
www.goldrockinvest.in Shareholders interested in obtaining a copy of the audited annual
accounts of the subsidiary companies may write to the Company Secretary at the Company's
registered office.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY, Subsidiary Company
Seattle Online Private Limited: It earned gross income of Rs.24.18 lakhs as against Rs.
17.70 lakhs in the previous year. The total expenditure during the year under review was
Rs. 23.74 lakhs as against Rs. 9.64 lakhs in the previous year. The Net Profit/(Loss) was
Rs. 1.75 lakhs as against Net profit of Rs. 6.76 lakhs in the previous year.
TRANSFER TO RESERVES
The Amount of Rs. 424.88 lakhs have been transferred to NBFC Statutory Reserve as per
the provision of RBI Act 1934; it is not proposed to carry amount of profit to any other
reserves except the transfer of profit to NBFC Statutory Reserves.
DIVIDEND
The Board does not recommend any dividend for the financial year ended 31st March 2025.
INDIAN ACCOUNTING STANDARD (IND AS)
The Company has adopted Indian Accounting Standard (‘IND AS') the accordingly, the
financial statement for the year 2024-25 have been prepared in accordance with IND-AS,
prescribed under Section 133 of the Act, read with relevant rules issued there under and
the other recognized accounting practices and policies to the extent applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and Analysis Report for the year under review, as required under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015, is forming part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The provisions of section 186 of the Act pertaining to investment and lending
activities are not applicable to the company since the company is a Non-Banking Financial
Company (“NBFC”) whose principal business is acquisitions of securities. During
the year under review, the Company has not provided any guarantee.
RBI PRUDENTIAL NORMS
Since the Company does not accept and hold any public deposits, the Non- Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 are not applicable to the Company as regard to capital adequacy
requirement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of the Act, and the Article of Association of the
Company, Mr. Sanjeev Kumar Jain Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offer himself for
re-appointment. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee and based on report performance evaluation, has recommended
re-appointment of Mr. Sanjeev Kumar Jain Director of the Company is liable to
retire by rotation During the year under review, Mr. Alok Mukherjee held position as
Managing Director, Mr. Sanjeev Kumar Jain held position as Non-Executive Director, Mr. S.
C. Aythora held position as Independent Director, Ms. Komal Mundhra held position as Women
Independent Director, Mr. Jitendra Kumar Srivastava held position as Chief Financial
Officer and Ms. Pooja Solanki held position as Company Secretary and Compliance Officer.
The Board of Directors of the Company appointed Mr. Ajay Verma (DIN: 08704171) as
an Additional Director Non- Executive Independent Director on the Board with effect from
14th August, 2025. In compliance of provisions of section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and on recommendations of the Nomination and Remuneration Committee (NRC) to have an
optimum combination of Board, Mr. Ajay Verma (DIN: 08704171) has been
appointed as Non-Executive Independent Director on the Board of the Company for a period
of five years w.e.f. 14th August, 2025 to 13th August, 2030. and his office is upto the
ensuing Annual General Meeting. Mr. Ajay Verma has also given declarations confirming that
he meets the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015. The Company has also received the confirmation from Mr. Ajay
Verma that he has enrolled/registered herself in the databank of persons offering to
become Independent Directors. In compliance of provisions of Section 149, 150, 152 and
read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013
(the “Act”) the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and SEBI (Listing Obligations and
Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and on the recommendation of
the Nomination and
Remuneration Committee and approval of Board of Directors, Ms. Komal Mundhra (Din:
08923682), Non-Executive & Independent Woman Director, whose period of office expires
on ensuing AGM, who has submitted a declaration that she meets the criteria of
independence under Section 149(6) of the Act and Rule made thereunder and Regulation
16(1)(b) of SEBI (LODR) Regulations, 2015 “as amended and who is eligible for
re-appointment for the next term as per the Act and SEBI Listing Regulations and in
respect of whom the Company has received a notice in writing from a member proposing his
re-appointment to the office of Women Independent Director, be and is hereby reappointed
as an Independent Director of the Company, not liable to retire by rotation, for a term of
Five (5) consecutive years effective from November 13, 2025 upto and including November
12, 2030 In Compliance of provisions of Section 196, 197, 203 and other applicable
provisions, if any, of the
Companies Act, 2013 (the “Act”) read with Schedule V to the Act, the
Companies (Appointment and
Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and SEBI (Listing Obligations and
Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and on the recommendation of
the Nomination and
Remuneration Committee and approval of Board of Directors, and subject to such other
approvals as may be necessary, the consent of Members of the Company be and is hereby
given for the reappointment of Mr. Alok Mukherjee (Din: 00186055), as the Managing
Director of the Company liable to retire by rotation, for a period of 3 (Three) years with
the effect from February 13, 2026 to February 12 2029. The terms of re-appointment and
remuneration may be altered, varied and modified from time to time by the Board of
Directors of the Company, as it may at its discretion Resolution seeking his
re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing
Regulations forms part of the Notice of 47th Annual General Meeting. The
Company has received declaration from all Independent Directors of the Company confirming
that they meet the criteria of Independence prescribe under the Act, and the Listing
Regulations.
NUMBER OF MEETINGS A. BOARD MEETING
During the financial year ended March 31, 2025, 5 (Five) meeting were held. The detail
of Board Meetings and the attendance of the Directors are provided in the Report on
Corporate Governance forming part of this report.
B. AUDIT COMMITTE
The Board has well-qualified Audit Committee, the composition of which is in line with
the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
LODR 2015. All the Members, including the Chairperson of the Audit Committee are
Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal
Controls etc. The details viz, Composition, number of meetings, dates of meetings and
attendance of Directors at such meeting are included in the Corporate Governance Report.
During the year under review all the recommendations made by the Audit Committee were
accepted by Board. 4 (Four) Audit Committee Meetings were convened and held during the
financial year. The Company Secretary and Compliance Officer of the Company acts as
Secretary of the Committee.
C. NOMINATION AND REMUNERATION COMMITTEE
The Company has duly reconstituted Nomination and Remuneration and Compensation
Committee as per the requirements prescribed under the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015 During the year under review 4
(Four) Nomination and Remuneration Committee Meetings were convened and held during the
financial year.
D. SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of
SEBI LODR 2015, the company has reconstituted Stakeholders Relationship Committee. The
details of Composition of the Committee are included in the Corporate Governance Report.
During the year under review 4 (Four) Share Transfer and Stakeholder Relationship
Committee Meetings were convened and held during the financial year.
AUDITORS
STATUTORY AUDITORS:
M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C)
was appointed as the Statutory Auditors of the Company at 45th Annual General
Meeting (“AGM”) held on September 30, 2023, to hold the office as the Statutory
Auditors of the Company till the conclusion of AGM to be held on September 2028. As per
the provisions of Section 139 and 141 of the Act, they have confirmed that they are not
disqualified from continuing as Auditors of the Company. The Audit Report of M/s Rajeev
Sharma & Associates on the Financial Statements of the Company for the Financial
Year 2024-25 is a part of the Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer. The observations of the
Statutory Auditors, when read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comment.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mrs. Neha Anup Poddar Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed
herewith as “Annexure C”. The Secretarial Audit Report for the financial year
ended March 31, 2025, does not contain any qualifications, reservations or adverse
remarks. The Secretarial Audit Report is annexed and forms part of this report. Further,
pursuant to the amended provisions of Regulation 24A of SEBI Listing Regulations and
Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and Board of Directors of the
Company in their respective meetings held on September 05, 2025, M/s Ankit Tiwari &
Co., Peer reviewed firm of Practising Company Secretaries, (M No: 65056, COP: 24431), a
peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the
Company to conduct the secretarial audit for a term of 5 (five) consecutive years
commencing from the conclusion of 47th AGM to the conclusion of the 52st
AGM i.e. from the FY 2025-26 upto FY 2029-30, subject to approval of the members by way of
an ordinary resolution as proposed in the Notice of 47th ensuing AGM of the Company
INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Company has appointed Mrs. Neeta Bansal
Chartered Accountant as an Internal Auditor of the Company for the Financial Year 2024-25.
DETAILS IN RESPECT OF FRUAD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the reporting period, no frauds were reported by Auditors under sub-section (12)
of section 143, as such no offence involving fraud was committed against the Company by
officers or employees of the Company.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(“SEBI”) under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and committee meetings. In addition, the Chairperson was
also evaluated on the key aspects of his role. In a separate meeting of Independent
Directors, performance of non- Independent Directors, performance of the board as a whole
and performance of the Chairperson was evaluated, taking into account the views of
executive directors and non-executive Directors.
POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulation (including any statutory modification(s) or
re-enactment (s) thereof for the time being in force) and as per section 197 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Nomination and Remuneration Committee of the Board has devised
a policy for selection and appointment of Director, Key Managerial Personnel and Senior
Management Employee and their Remuneration. The Committee has formulated the criteria for
determining qualifications, positive attributes and independence of a director, which has
been put up on the Company's website www.goldrockinvest.in.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The internal control systems, comprising of policies and
procedures are designed to ensure sound management of your Company's operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. Based on the report of Internal Audit function, corrective
actions are undertaken in the respective areas and thereby strengthen the controls. The
statutory auditors of the Company have audited the financial statements included in this
annual report and has issued a report on our internal financial controls over financial
reporting as defined in Section 143 of the Act. A Certificate from the Managing Director
and CFO of the Company in terms of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015, inter alia, confirming the
correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal
control for financial reporting, and reporting of matters to the Audit committee, is also
forming part of this Annual Report.
DISCLOSURE ABOUT COST AUDIT
The provision of Cost Audit as per section 148 of the Companies Act, 2013 does not
applicable on the Company.
FAMILIARISATION PROGRAM FOR BOARD'S MEMBERS
The Board members are provided with necessary documents / brochures, reports and
internal policies to enables them to familiarize with the Company's procedures and
practices. The Company at its various meetings held during the Financial Year 2024-25 had
familiarized the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize them with the Company's policies, procedures
and practices. Periodic presentations are made to the Board and Board Committee meeting on
Business and performance updates of the Company, Global business environment, Business
strategy and risks involved. Detailed presentation on the Company's business segments is
made at the separate meetings of the Independent Directors time to time. The
Familiarization Policy along with the details of familiarization program imparted to the
Independent Directors is available on the website of the Company at www.goldrockinvest.in.
PUBLIC DEPOSITS
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted
any deposits from the public during the year under review and shall not accept any
deposits from the public without obtaining prior approval of the Reserve Bank of India
(RBI). The company has neither accepted any public deposit in past or during the year.
There are no unclaimed/unpaid deposit as of 31.03.2025. The company has complied with the
relevant provisions relating to deposits under the Act and Rules framed their under.
CORPORATE SOCIAL RESPONSIBILITY
During the FY 2024-25, the Corporate Social Responsibility (CSR) expenditure incurred
by the Company was 7.63 lacs. The CSR amount transferred in CSR Bank Account. The amount
to be spent by a Company under sub-section (5) does not exceed fifty lakh rupees, the
requirement under subsection (1) for constitution of the Corporate Social Responsibility
Committee shall not be applicable and the functions of such Committee provided under this
section shall, in such cases, be discharged by the Board of Directors of such company. The
Annual Report on CSR activities undertaken during the financial year 2024-25 is in
accordance with provisions of Companies Act 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As per the information available with the Board of Directors, there were no such orders
passed against the Company. There has been no significant and material order passed by the
Regulators or Court or Tribunals impacting the going concern status and Company's
operations.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are No material changes and commitments affecting the financial position of the
Company have occurred between the end of the financial year of the Company to which the
Financial Statement relate and the date of this report.
The Company had a subsidiary Company namely Seattle Online Private Limited
(“Seattle”), which has completed a corporate action of a rights issue of fully
paid-up equity shares offered and allotted 6,75,000 equity shares to its existing equity
shareholders on June 26, 2025. Since our Company held only preference shares in Seattle
and did not hold any equity shares, therefore no equity shares were offered or allotted to
us. Consequent to the aforesaid allotment, the percentage of shareholding of our Company
in Seattle has reduced and stands at 6.74% of the total aggregate shareholding (Equity and
Preference) of Seattle as on June 26,2025. This percentage falls below the threshold
prescribed under Section 2(87) of the Companies Act, 2013, required for Seattle to qualify
as a subsidiary company. Accordingly, with effect from June 26, 2025, Seattle Online
Private Limited has ceased to be a subsidiary of our Company. Further, we wish to submit
that Seattle was not a material subsidiary.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered
under this Policy. As per the requirement of the POSH Act and Rules made thereunder, the
Company constituted an Internal Complaints Committee (ICC) to redress the complaints
received regarding sexual harassment. During the year under review, the Company has not
received any complaint pertaining to sexual harassment Details of the Sexual Harassment
complaints received and disposed off during the year under review:
| Particulars |
Status of Complaints received and disposed off |
| Number of complaints on sexual harassment received |
Nil |
| Number of complaints disposed off during the year |
Nil |
| Number of cases pending for more than ninety days |
Nil |
| Nature of action taken by the employer or district office |
Nil |
SHARE CAPITAL
The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 78.56
lakhs as at 31st March 2025 comprising of 7,85,600 Ordinary (Equity) Shares of Rs. 10 each
fully paid-up. There was no change in Share Capital during the year under review.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company has proper systems have been devised to compliance with the applicable
laws. Pursuant to the provisions of Section 118 of the Act, during FY 2024-25, the Company
has adhered with the applicable provisions of the Secretarial Standards (SS-1 and SS-2)
relating to the Meetings of the Board of Directors' and ‘General Meetings' issued by
the Institute of Company Secretaries of India (“ICSI”) and approved by the
Central Government under section 118(10) of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that: a. in the preparation of the annual
financial statements for the year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; b. the Directors' have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at the end of the
financial year and of the profit of the Company for the year ended March 31, 2025; c. the
Directors' have taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; d. the Directors' have prepared
the annual accounts for the financial year ended March 31, 2025, on a going concern basis;
e. the Directors' have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively; f. the
Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is the basis of stakeholder
satisfaction and therefore, your Board continues to be committed to uphold the highest
standards of Corporate Governance and adhere to the requirements set out by the Securities
and Exchange Board of India. A separate section on Corporate Governance is annexed and
forms part of this report.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act, 2013, and Regulation 22
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (SEBI LODR 2015) the Company is required to establish an
effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line
with this, the Company has framed a Vigil Mechanism and a Whistle Blower Policy through
which the Directors and Employees, Franchisees, Business Partners, Vendors or any other
third parties making a Protected Disclosure under this Policy may report concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards
against victimization of employees who avail of the mechanism and also provides for direct
access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee. The Whistle Blower Policy is
placed on the website of the Company at www.goldrockinvest.in.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (‘the code') applicable
to the
Directors and employees. The Code is applicable to Non-executive Directors including
Independent Directors to such as extent as may be applicable to them depending on their
roles and responsibilities. The Code gives guidance and support needed for ethical conduct
of business and compliance of law. The Code reflects the core values of the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in Securities by Directors and
Designated employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading window is closed. The Board
is responsible for implementation of the Code. All Board of Directors and the designated
employees have confirmed compliance with the Code.
WEB-LINK OF ANNUAL RETURN
Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in
form MGT-7 as on 31st March, 2025 is available on the website of the Company and can be
accessed at http://www.goldrockinvest.in.
RELATED PARTY TRANSACTIONS
During the year under review, all contracts / arrangements / transactions entered by
the Company were in its Ordinary Course of the Business and on Arm's Length basis. There
was no material transactions with any related party as defined under Section 188 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. All Related Party
Transactions are placed on a quarterly basis before the Audit Committee and also before
the Board. Information on transactions with related parties pursuant to Section 134(3) (h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
annexed “Annexure-B” and forms part of this report. The Policy on materiality of
related party transactions and on dealing with related party transactions as approved by
the Board may be accessed on the Company's website www.goldrockinvest.in. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and related parties.
LISTING OF SHARES
Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for
the financial year 2024-25 has been paid to the BSE Limited (BSE).
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter
referred to as “the Act”) read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the
“IEPF Rules”), no amount was required to be transferred to Investor Education
and Protection Fund, during the year under review.
CYBER SECUTIRY
In the endeavour to maintain a robust cyber security posture, your Company has remained
abreast of emerging cyber security, so as to achieve higher compliance and continuity.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below: i. The ratio of the remuneration of each Director and KMP to the
median remuneration of the employees of the company for the financial year 2024-25;
| Directors |
Ratio to median remuneration |
| Mr. S.C. Aythora (Independent Director) |
-- |
| Ms. Komal Mundhra (Independent Director) |
-- |
| Mr. Sanjeev Kumar Jain (Non-Executive Director |
-- |
| Mr. Alok Mukherjee (Managing Director) |
1.09 |
| Mr. J K Srivastava (CFO) |
1.61 |
| Ms. Pooja Solanki (Compliance Officer and Company Secretary) |
0.78 |
ii. The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary, if any, in the financial year.
| Name |
Designation |
% increase in remuneration in the financial year i.e. 2024-25 |
| Mr. S.C. Aythora |
Independent Non-Executive Director |
- |
| Ms. Komal Mundhra |
Non-Executive Director |
- |
| Mr. Alok Mukherjee |
Managing Director |
- |
| Mr. J.K. Srivastava |
Chief Financial Officer |
- |
| Mr. Sanjeev Kumar Jain |
Non-Executive Director |
-- |
| Mrs. Pooja Solanki |
Company Secretary and Compliance Officer |
|
iii. The percentage increase in the median remuneration of employees in the financial
year: 39.47%
iv. The number of permanent employees on the rolls of Company as on March 31, 2025: 5
(Five)
v. Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
There is no increase in Average percentile is salary of employees other than Managerial
Personnel.
vi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
vii. There are no employees falling within the purview of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such details, are
required to be given.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The company being Investment Company, has nothing to report on energy conservation and
technology absorption there is no foreign exchange outgoing
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company earned Nil in foreign currency in the current financial year and in the
previous year.
HUMAN RESOURCES
Our Company has always aspired to build a culture that demonstrates standards in
safety, environment and sustainability. People are most valuable asset and we are
committed to provide all our employees, a safe and healthy work environment.
DECLARATION UNDER MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the
financial year ended March 31, 2025, there were no instances wherein any woman employee of
the Company availed or applied for maternity benefits as stipulated under the Maternity
Benefit Act, 1961, including but not limited to maternity leave, medical bonus, nursing
breaks, or cr?che facility. Accordingly, the specific provisions of the Act were not
attracted during the reporting period. The Company remains committed to promoting gender
diversity and supporting the rights and welfare of women employees by ensuring full
compliance with applicable labour and welfare legislations.
INSURANCE
The Company's assets have been insured.
RISK MANAGEMENT
The details in respect of risks and concerns are included in the Management Discussion
& Analysis, which forms part of this report.
DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION
Certificate from Mr. J. K. Srivastava Chief Financial Officer, as specified in Part B
of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements), Regulations,
2015 for the financial year ended March 31, 2025 was placed before the Board of Directors
of the Company.
GENERAL
Your directors, state that no disclosure or reporting is required in respect of the
following matters as there was no transaction on this matter during the years under review
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.
There has been no change in the nature of business of the Company.
During the year under review, there were no transactions requiring disclosure and
reporting related to pendency of any proceeding under the Insolvency and Bankruptcy Code,
2016
There was no instance of one-time settlement with any Bank or Financial Institution.
There was no revision in the previous financial statements of the Company.
since the Company is not a manufacturing company, the disclosure related to
conservation of energy and technology absorption is not applicable.
ACKNOWLEDGMENT
The Board of Directors takes the opportunity to express its sincere appreciation for
the support and co operation from its members, Reserve Bank of India, banks and Statutory
and Regulatory Authorities. The Board looks forward to their continued support in the
future. The Directors also place on record their deep sense of appreciation for the
committed services rendered by the employees of the Company.
|
For and on behalf of the Board of Directors |
|
Gold Rock Investments Limited |
|
Alok Mukherjee |
Sanjeev Kumar Jain |
|
Managing Director |
Director |
|
DIN: 00186055 |
DIN: 02281689 |
| Place: Mumbai |
|
|
| Date: September 05, 2025 |
|
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